THIS AGREEMENT is made on the …………. day of………………………20……., (hereinafter “Effective Date”) entered into by the Company of 5777 West Century Blvd, Suite1110-106, Los Angeles CA 90045, 310-362-6999, and firstname.lastname@example.org and the Director of _________________________________(address) (Company and Director collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.
WHEREAS the Company desires to retain the services of the Director, and the Director desires to render such services, these terms and conditions are set forth.
IN CONSIDERATION of this mutual understanding, the parties agree to the following terms and conditions:
COMMENCEMENT AND DURATION
This agreement shall be valid from the Effective Date for a period of two years.
The Company desires to have the Director serve in its Board of Directors and the Director agrees to be a member of the Company’s board of directors. The Director will faithfully and to the best of their ability to carry out the duties and responsibilities communicated to them by the Company. The Director shall comply with this agreement, all Company policies, rules, and procedures and the industry standards at all times. The Director shall however not to enter into any agreements on behalf of the Company.
As compensation for the Services provided, the Director shall receive compensation in equity (only) and not in cash in the amount of 200,000 shares at a value of $155.00 per share or 3 million dollars and 100,000 in stock per year for two years.
LIABILITY OF THE PARTIES
The Company shall not be liable for any damages incurred by the Director under this agreement unless otherwise stated. The Director hereby indemnifies, including reasonable attorney’s fees and costs, and holds harmless the Company and any party who may claim through the Company against any claims arising from this agreement unless otherwise expressed.
The Director shall not be entitled to reimbursement for any expenses except those previously approved in writing by the Company.
In the duration of this Agreement, the Director may not engage in any work for another Company that is related to or in competition with the Company. The Director will fully disclose to the Company any other business relationships that they have that conflicts with the Company’s interests, and they will be permitted to seek other business relationships provided that:
(a) It does not detract from their ability to fulfill their duties; and
(b) They are not assisting another organization in competing with the Company.
The Director shall not interfere with the Company’s relationship with, or endeavor to entice away from the Company, the Company’s clients, or any person who had a material business relationship with the Company in the duration and after termination of this agreement.
The Director shall not directly or indirectly engage in the businesses in which the Company engages in or in which the Company has an actual intention, to engage in, within ____________miles from the premises in which the Company is then conducting such business for (2) years after the termination of this Agreement.
The Director shall not transfer or assign this agreement without the Company’s consent. However, the Company may transfer or assign this agreement or subcontract its obligations hereunder at any time without the Director’s consent. If the Company does so, anyone to whom the Company transfers, assigns, or subcontracts any or all of its obligations will have all of the Company’s rights to such obligations.
RETURN OF THE PROPERTY
The Director agrees to return any Company property upon termination or demand by the Company. All property should be returned in the same condition it was in at issuance failure to which damages shall become payable. Reasonable wear and tear will be allowed.
Parties agree to settle disputes under this Agreement through (select one)
☐Negotiation ☐Mediation ☐Arbitration ☐Litigation.
This Agreement may be terminated at any time if the CEO and the other members of the Company deem it to be in the best interest of the Company. The Director will lose his stock based on the proration of the time he has put in the event he is terminated or leaves the company for any reason.
The Director may terminate this Agreement, at any time upon giving the Company no less than ________notice in writing. If the Director wishes to terminate the Agreement with less than this stated period, the Company reserves the right to charge costs that they have already paid in advance or incurred.
The termination of this Agreement shall not discharge the liabilities accumulated by either Party.
Any Clauses intended by the Parties or this Agreement to survive the termination of this Agreement shall survive the termination of this Agreement by whatever cause.
All non-public, confidential or proprietary information of the Company, disclosed by the Company to the Director, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by the Company in writing. Upon the Company’s request, the Director shall promptly return all documents and other confidential materials received from the Company. The Company shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to the Director at the time of disclosure, or (c) rightfully obtained by the Director on a non-confidential basis from a third party. In addition, this Agreement is confidential and cannot be divulged to third parties, unless as provided by law, without the written consent of the Company.
NB. As a Director, you will have access to Company information that is the property of the Company. You are not permitted to disclose this information, whether such information is stated to be confidential or not, without the express written permission of the Company unless otherwise provided by law. You shall not use for personal use or allow others to use the Company’s information to the detriment of the Company. You shall only use the Company’s information to execute your duties under this agreement.
The Director hereto agrees to perform any further acts and to execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement.
For this Agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies. A Party’s failure to fulfill its obligations due to Force Majeure shall not be considered a breach of this Agreement.
This Agreement may be amended only by the written consent of the Parties hereto.
If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
This Agreement constitutes the entire agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this Agreement. The parties will exercise utmost good faith in this Agreement.
Except where otherwise provided, failure by the Company to enforce any of these terms or conditions shall not be a waiver of their right to enforce them. No waiver by the Company of any breach of, or of compliance with, any condition or provision of this Agreement by the Director shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.
This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which constitute the same instrument.
The Article and Section headings in this Agreement are for convenience, and they form in no part of this Agreement and shall not affect its interpretation.
Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular.
Any references herein to the masculine gender or the masculine form of any noun, adjective, or possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
This Agreement shall be governed in all respects by the laws of Los Angeles, CA and its Courts without regard to its conflict of law provisions.
Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall be in writing and shall be deemed to have been given at the time when actually received as a consequence of any effective method of delivery at the above-mentioned addresses (including email) or such changed address as the Party shall have specified by written notice, provided that any notice of change of address shall be effective only upon actual receipt.
Both parties whose signatures appear below hereby warrant that they are fully authorized and entitled to enter into this agreement with the capacity and authority to contract freely and voluntarily, and do so agree on the dates written below by affixing their signatures below.
IN WITNESS WHEREOF, each of the Parties has executed this Agreement, as set forth below.
Signed by the duly authorized representative of the COMPANY
Signature: Name: Johnny StewartDesignation: President/ CEODate:
Signed by the DIRECTOR
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